Norfolk Southern (NSC) director Heitkamp granted 622 restricted stock units

Rhea-AI Filing Summary

Norfolk Southern Corporation director Mary Kathryn Heitkamp received an equity award in the form of Restricted Stock Units. On January 30, 2026, she was granted 622 Restricted Stock Units under the Norfolk Southern Corporation Long-Term Incentive Plan.

Each unit is the economic equivalent of one share of Norfolk Southern common stock and will be settled in common shares. The units vest in full on the first anniversary of the grant date. Following this grant, Heitkamp beneficially owns 1,811.0435 derivative securities in the form of Restricted Stock Units, all held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heitkamp Mary Kathryn

(Last) (First) (Middle)

650 W PEACHTREE ST NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORFOLK SOUTHERN CORP [ NSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/30/2026		A(1)		622(1)		(1)	(1)	Common Stock	622	(1)	1,811.0435	D

Explanation of Responses:

1. Reports the number of Restricted Stock Units, exempt under Section 16(b), granted and credited to the account of the reporting person on January 30, 2026, specified under the terms of the Norfolk Southern Corporation Long-Term Incentive Plan. Each Unit is the economic equivalent of one share of Common Stock. These Units will be settled in Norfolk Southern Corporation Common Stock, vesting in full on the first anniversary of the grant date.

	J. Jeremy Ballard via P.O.A. for Mary Kathryn Heitkamp	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Norfolk Southern (NSC) disclose about Mary Kathryn Heitkamp in this Form 4?

Norfolk Southern disclosed that director Mary Kathryn Heitkamp received a grant of 622 Restricted Stock Units on January 30, 2026 under its Long-Term Incentive Plan, increasing her directly held derivative stake to 1,811.0435 units.

How many Restricted Stock Units did NSC director Mary Kathryn Heitkamp receive?

Mary Kathryn Heitkamp received 622 Restricted Stock Units. The filing states these units were granted and credited to her account on January 30, 2026 pursuant to the Norfolk Southern Corporation Long-Term Incentive Plan for directors and executives.

When do Mary Kathryn Heitkamp’s NSC Restricted Stock Units vest and how are they settled?

The 622 Restricted Stock Units for Mary Kathryn Heitkamp vest in full on the first anniversary of the January 30, 2026 grant date. The filing explains they will be settled in Norfolk Southern common stock upon vesting.

What is the economic value structure of the NSC Restricted Stock Units granted to Heitkamp?

Each granted unit is described as the economic equivalent of one share of Norfolk Southern common stock. This means the 622 units track the value of an equal number of common shares and are ultimately settled in stock rather than cash.

How many NSC derivative securities does Mary Kathryn Heitkamp hold after this transaction?

After the January 30, 2026 grant, Mary Kathryn Heitkamp beneficially owns 1,811.0435 derivative securities in the form of Restricted Stock Units. The filing classifies this ownership as direct, with no indirect entities or special ownership structures noted.

What role does Mary Kathryn Heitkamp have at Norfolk Southern (NSC)?

The filing identifies Mary Kathryn Heitkamp as a Director of Norfolk Southern Corporation. She is not listed as a company officer or 10% owner, and the reported equity award reflects director-level compensation under the Long-Term Incentive Plan.